Diversified Restaurant Holdings Announces Proposed Public Offering of
Common Stock

July 19, 2018 04:05 PM Eastern Daylight Time

SOUTHFIELD, Mich.--(BUSINESS WIRE)--Diversified
Restaurant Holdings, Inc. (“DRH” or the “Company”) (Nasdaq:SAUC),
one of the largest franchisees for Buffalo Wild Wings® (“BWW”) with 65
stores across five states, today announced that it and a certain selling
stockholder intend to offer and sell approximately $6.0 million of
shares of its common stock in an underwritten registered public
offering. DRH will not receive any proceeds from the sale of the shares
of common stock by the selling stockholder. The proposed offering is
subject to market and other conditions, and there can be no assurance as
to whether or when the offering may be completed or as to the actual
size or terms of the offering.

DRH intends to use the net proceeds from the proposed offering for
working capital and general corporate purposes, which may include
repayment of debt.

Dougherty & Company LLC is acting as the sole managing underwriter for
the proposed offering.

The proposed offering is being made pursuant to a shelf registration
statement on Form S-3 (File No. 333-225457) that was filed with the U.S.
Securities and Exchange Commission (the “SEC”) and became effective on
July 5, 2018. A preliminary prospectus supplement and accompanying
prospectus relating to and describing the terms of the proposed offering
have been filed with the SEC and may be obtained by visiting the SEC’s
website at www.sec.gov
or by contacting Tony Felling, Head of Sales, Dougherty & Company LLC,
90 South Seventh Street, Suite 4300, Minneapolis, Minnesota 55402, by
telephone at (612)317-2123 or by email at tfelling@doughertymarkets.com.
The final terms of the proposed offering will be disclosed in a final
prospectus supplement to be filed with the SEC.

This press release does not constitute an offer to sell or solicitation
of an offer to buy any securities in the proposed offering. Nor shall
there be any sale of these securities in any state or jurisdiction in
which such offering, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.

About DRH

Diversified Restaurant Holdings, Inc. is one of the largest franchisees
for Buffalo Wild Wings with 65 franchised restaurants in key markets in
Florida, Illinois, Indiana, Michigan and Missouri. DRH’s strategy is to
generate cash, reduce debt and leverage its strong franchise operating
capabilities for future growth. The Company routinely posts news and
other important information on its website at http://www.diversifiedrestaurantholdings.com.

Safe Harbor Statement

Some of the statements contained in this news release may constitute
“forward-looking statements” within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. These statements reflect the
current views of our senior management team with respect to future
events, including our financial performance, business and industry in
general. Statements that include the words “expect,” “intend,” “plan,”
“believe,” “project,” “forecast,” “estimate,” “may,” “should,”
“anticipate,” and variations of such words and similar statements of a
future or forward-looking nature are intended to identify such
forward-looking statements. We intend for our forward-looking statements
to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of
1995, and we set forth this statement in order to comply with such safe
harbor provisions.

Forward-looking statements involve known and unknown risks and
uncertainties and are not assurances of future performance. Accordingly,
there are or will be important factors that could cause our actual
results to differ materially from those indicated in these statements,
including, among others, the risks and uncertainties disclosed in our
annual reports on Form 10-K, quarterly reports on Form 10-Q and other
filings made with the Securities and Exchange Commission. Any
forward-looking statements you read in this news release reflect our
views as of the date of this news release with respect to future events
and are subject to these and other risks, uncertainties, and assumptions
relating to our operations, results of operations, growth strategy,
liquidity and this proposed offering. You should carefully consider all
of the factors identified in this news release that could cause actual
results to differ.